To: Compania Panamena de Aviacion, S.A.

 [Date]

Dear Sirs,

We hereby give you notice that by an Assignment dated [ ], 200\_ (the
"Assignment") between us and [ ] of [ ] ("Assignee") we have assigned as
security to Assignee all our right, title and interest in and to the Aircraft
Lease Agreement dated as of December 23, 2004 (the "Lease") between ourselves
and yourselves relating to one Boeing B[ ] aircraft with manufacturer's serial
number [ ] together with the two [ ] engines (the "Aircraft").

Henceforth all monies that may be payable by you under the Lease shall continue
to be paid to the bank account specified in the Lease unless and until the
Assignee otherwise directs, whereupon you are authorized and required to comply
with the Assignee's directions.

This notice and the instructions herein contained are irrevocable. Please
acknowledge receipt of this notice to the Assignee on the enclosed
Acknowledgement. You are hereby authorized to assume the obligations expressed
to be assumed by you thereunder to the effect that, so far as the same would
otherwise be incompatible therewith, your obligations to us under the Lease will
be modified accordingly.

Yours faithfully,

Wells Fargo Bank Northwest, N.A.,
 not in its individual capacity,
 but solely as trustee under
 the Trust Agreement

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 Name:
 Title:

 144


 PART 2

 ACKNOWLEDGEMENT

From: Compania Panamena de Aviacion, S.A.

To: [ ] [Date]

Dear Sirs,